EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 
 FIFTH
AMENDMENT TO THE 
 TRANSFER AND CONTRIBUTION AGREEMENT 

This FIFTH AMENDMENT TO THE TRANSFER AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of July 20, 2018, is
entered into by and among the VARIOUS ENTITIES LISTED ON THE SIGNATURE PAGES HERETO AS AN ORIGINATOR (the “Originators”), REMITCO LLC (the “Released Originator”), FIRST DATA CORPORATION, as initial Servicer
(“First Data”), and FIRST DATA RECEIVABLES, LLC, a Delaware limited liability company (the “Company”). 

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the
Transfer and Contribution Agreement described below. 
 BACKGROUND 

A.    The Originators, the Company and the Servicer have entered into a Transfer and Contribution Agreement, dated as of
December 31, 2015 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Transfer and Contribution Agreement”). 

B.    Concurrently herewith, the Company, First Data and PNC Bank, National Association (“PNC”), as
Committed Lender, Group Agent and Administrative Agent, are entering into that certain Fifth Amendment to the Receivables Financing Agreement (the “RFA Amendment”), dated as of the date hereof. 

C.    The parties hereto desire to amend the Transfer and Contribution Agreement as set forth herein. 

NOW, THEREFORE, with the intention of being legally bound hereby, and in consideration of the mutual undertakings expressed herein, each party
to this Amendment hereby agrees as follows: 
 SECTION 1.    Amendments to the Transfer and Contribution
Agreement. The Transfer and Contribution Agreement is hereby amended as follows: 

(a)    Schedule I of the Transfer and Contribution Agreement is hereby replaced in its entirety
with the schedule attached hereto as Schedule I. 
 (b)    Schedule II of the Transfer and
Contribution Agreement is hereby replaced in its entirety with the schedule attached hereto as Schedule II. 

(c)    Schedule III of the Transfer and Contribution Agreement is hereby replaced in its entirety
with the schedule attached hereto as Schedule III. 
 (a)    Release of Released Originator. The parties
hereto hereby agree that upon the effectiveness of this Amendment, the Released Originator shall no longer be a party to the Transfer and Contribution Agreement or any other Transaction Document and shall no longer have any obligations or rights
thereunder (other than such obligations which by their express terms survive termination of the Transfer and Contribution Agreement or such other Transaction Document). 







 SECTION 2.    Delegation and Assumption of Released Originator’s
Obligations. Effective immediately prior to the removal of the Released Originator as a party to the Transfer and Contribution Agreement pursuant to Section 1 above, the Released Originator hereby delegates to the
remaining Originators, and each remaining Originator hereby assumes, jointly and severally, all of the Released Originator’s duties, obligations and liabilities under the Transfer and Contribution Agreement and each of the other Transaction
Documents. 
 SECTION 3.    Representations and Warranties of the Originators and Servicer. The Released
Originator, the Originators and the Servicer hereby represent and warrant to each of the parties hereto as of the date hereof as follows: 

(a)    Representations and Warranties. The representations and warranties made by it in the
Transfer and Contribution Agreement and the Receivables Financing Agreement are true and correct as of the date hereof. 

(b)    Enforceability. The execution and delivery by it of this Amendment, and the performance of
its obligations under this Amendment, the Transfer and Contribution Agreement (as amended hereby) and the other Transaction Documents to which it is a party are within its organizational powers and have been duly authorized by all necessary action
on its part, and this Amendment, the Transfer and Contribution Agreement (as amended hereby) and the other Transaction Documents to which it is a party are (assuming due authorization and execution by the other parties thereto) its valid and legally
binding obligations, enforceable in accordance with its terms, except (x) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws from time to time in effect relating to
creditors’ rights, and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

 (c)    No Event of Default. No Contribution Termination Event, Unmatured Contribution
Termination Event, Event of Default or Unmatured Event of Default has occurred and is continuing, or would occur as a result of this Amendment or the transactions contemplated hereby. 

SECTION 4.    Effect of Amendment; Ratification. All provisions of the Transfer and Contribution Agreement and the
other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Transfer and Contribution Agreement (or in any other Transaction
Document) to “this Transfer and Contribution Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Transfer and Contribution Agreement shall be deemed to be references to
the Transfer and Contribution Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Transfer and Contribution Agreement other than as set forth
herein. The Transfer and Contribution Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects. 

  
 2 








 SECTION 5.    Effectiveness. This Amendment shall become effective as
of the date hereof upon the Administrative Agent’s receipt of counterparts to this Amendment executed by each of the parties hereto. 

SECTION 6.    Severability. Any provisions of this Amendment which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 SECTION 7.    Transaction
Document. This Amendment shall be a Transaction Document for purposes of the Transfer and Contribution Agreement. 
 SECTION
8.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when
taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail transmission shall be effective as delivery of
a manually executed counterpart hereof. 
 SECTION 9.    GOVERNING LAW AND JURISDICTION. 

(a)    THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO
ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF). 
 (b)    EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. 
 SECTION 10.    Further Assurances; UCC Termination. (a) Each of First Data,
the Originators, and the Released Originator hereby agrees to do, at the Released Originator’s 

  
 3 








 
expense, all such things and execute all such documents and instruments, in each case, as the Administrative Agent or the Company may reasonably consider necessary or desirable to give full
effect to the transaction contemplated by this Amendment and the documents, instruments and agreements executed in connection herewith and therewith. (b) The Administrative Agent hereby agrees to do, at the Released Originator’s expense,
all such things and execute all such documents and instruments and authorize and file all such financing statements and financing statement amendments, in each case, as the Released Originator, First Data, or the Company may reasonably consider
necessary or desirable to give full effect to the transaction contemplated by this Amendment and the documents, instruments and agreements executed in connection herewith and therewith. 

SECTION 11.    Section Headings. The various headings of this Amendment are included for convenience only and shall
not affect the meaning or interpretation of this Amendment, the Transfer and Contribution Agreement or any provision hereof or thereof. 

[SIGNATURE PAGES FOLLOW] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized
officers as of the date first above written. 
  

			
	 FIRST DATA RECEIVABLES, LLC,
 as
Company

		
	By:	 	/s/ Joseph Furlong
	 Name: 
	 	 Joseph Furlong

	 Title:
	 	 Treasurer

	  
 FIRST DATA CORPORATION,

as Servicer

		
	By:	 	/s/ Joseph Furlong
	 Name:
	 	 Joseph Furlong

	 Title:
	 	 Treasurer



  

  

					
		 	S-1	 	 Fifth Amendment to

Transfer and Contribution Agreement










 
			
	FIRST DATA RESOURCES, LLC,
	CARDCONNECT, LLC,
	CONCORD COMPUTING CORPORATION,
	STAR NETWORKS, INC.,
	FIRST DATA PROCESSING, INC.,
	FIRST DATA HARDWARE SERVICES INC.,
	FIRST DATA GOVERNMENT SOLUTIONS, INC.,
	FIRST DATA GOVERNMENT SOLUTIONS, LP,
	STAR SYSTEMS ASSETS, INC.,
	FIRST DATA MERCHANT SERVICES LLC,
	IGNITE PAYMENTS, LLC,
	FDS HOLDINGS, INC.,
	NEW PAYMENT SERVICES, INC.,
	CTS HOLDINGS, LLC,
	CONCORD PAYMENT SERVICES, INC., and
	GIFT SOLUTIONS LLC, each as an Originator
		
	By:	 	/s/ Gretchen A. Herron
	 Name: 
	 	 Gretchen A. Herron

	 Title:
	 	 Assistant Secretary

	  
 TELECHECK
SERVICES, INC.,
 as an Originator

		
	By:	 	/s/ Stanley J. Andersen
	 Name:
	 	 Stanley J. Andersen

	 Title:
	 	 Assistant Secretary



  

  

					
		 	S-2	 	 Fifth Amendment to

Transfer and Contribution Agreement










 
			
	REMITCO LLC, as Released Originator
		
	By:	 	/s/ Gretchen A. Herron
	Name: 	 	Gretchen A. Herron
	Title:	 	Vice President


  

  

					
		 	S-3	 	 Fifth Amendment to

Transfer and Contribution Agreement











			
	ACKNOWLEDGED AND AGREED TO BY:
	  
 PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

		
	By:	 	/s/ Michael Brown
	Name: 	 	Michael Brown
	Title:	 	Senior Vice President
	  
 PNC BANK, NATIONAL ASSOCIATION,

as Group Agent for the PNC Group

		
	By:	 	/s/ Michael Brown
	Name:	 	Michael Brown
	Title:	 	Senior Vice President

  

  

					
		 	S-4	 	 Fifth Amendment to

Transfer and Contribution Agreement










 Schedule I 

LIST AND LOCATION OF EACH ORIGINATOR 
  

 

			
	Originator	  	Location
	First Data Resources, LLC	  	Delaware
	TeleCheck Services, Inc.	  	Delaware
	Star Networks, Inc.	  	Delaware
	First Data Processing, Inc.	  	Delaware
	First Data Hardware Services Inc.	  	California
	First Data Government Solutions, Inc.	  	Delaware
	First Data Government Solutions, LP	  	Delaware
	Star Systems Assets, Inc.	  	Delaware
	First Data Merchant Services LLC	  	Florida
	Ignite Payments, LLC	  	California
	FDS Holdings, Inc.	  	Delaware
	New Payment Services, Inc.	  	Georgia
	CTS Holdings, LLC	  	Colorado
	Concord Payment Services, Inc.	  	Georgia
	Gift Solutions LLC	  	Delaware
	CardConnect, LLC	  	Delaware
	Concord Computing Corporation	  	Delaware








 Schedule II 

LOCATION OF BOOKS AND RECORDS OF ORIGINATORS 
  

 

			
	Originator	  	Location of Books and Records
	First Data Resources, LLC	  	6902 Pine Street, Omaha, NE 68106
	TeleCheck Services, Inc.	  	5565 Glenridge Conn., Atlanta, GA 30342
	Star Networks, Inc.	  	6902 Pine Street, Omaha, NE 68106
	First Data Processing, Inc.	  	6902 Pine Street, Omaha, NE 68106
	First Data Hardware Services Inc.	  	3975 NW 120th Avenue, Corral Springs, FL 33065
	First Data Government Solutions, Inc.	  	5565 Glenridge Conn., Atlanta, GA 30342
	First Data Government Solutions, LP	  	5565 Glenridge Conn., Atlanta, GA 30342
	Star Systems Assets, Inc.	  	6902 Pine Street, Omaha, NE 68106
	First Data Merchant Services LLC	  	3 Western Md Parkway, Hagerstown, MD 21740
	Ignite Payments, LLC	  	3 Western Md Parkway, Hagerstown, MD 21740
	FDS Holdings, Inc.	  	3 Western Md Parkway, Hagerstown, MD 21740
	New Payment Services, Inc.	  	3 Western Md Parkway, Hagerstown, MD 21740
	CTS Holdings, LLC	  	3 Western Md Parkway, Hagerstown, MD 21740
	Concord Payment Services, Inc.	  	3 Western Md Parkway, Hagerstown, MD 21740
	Gift Solutions LLC)	  	3975 NW 120th Avenue, Corral Springs, FL 33065
	CardConnect, LLC	  	3 Western Md Parkway, Hagerstown, MD 21740
	Concord Computing Corporation	  	3 Western Md Parkway, Hagerstown, MD 21740








 Schedule III 

TRADE NAMES 
 Corporate Names: 

First Data Resources, LLC 
 TeleCheck Services, Inc. 

Star Networks, Inc. 
 Star Processing, Inc. 

First Data Processing, Inc. 
 Instant Cash Services, LLC 

TASQ Technology, Inc. 
 First Data Hardware Services Inc. 

First Data Government Solutions, Inc. 
 First Data Government
Solutions, LP 
 Star Systems Assets, Inc.
 First Data Merchant
Services LLC 
 Unified Merchant Services 
 First Data Merchant
Services Southeast, L.L.C. 
 Ignite Payments, LLC 
 First Data
Merchant Services Northeast, LLC 
 FDS Holdings, Inc. 
 New
Payment Services, Inc. 
 National Payment Systems Inc. 
 CTS
Holdings, LLC 
 Concord Payment Services, Inc. 
 ValueLink,
LLC
 Gift Solutions LLC 
 CardConnect, LLC 

Concord Computing Corporation 
 DBAs: 

First Data Government Solutions, Inc. 
  

					
	Jurisdiction	  	DBA Name	  	Start Date
	Florida	  	GovConnect, Inc.	  	9/29/2004

 First Data Government Solutions, LP 
  

					
	Jurisdiction	  	DBA Name	  	Start Date
	 Colorado
	  	 Telepath
	  	8/21/2003
	 Connecticut
	  	 FDGS Limited Partnership
	  	3/7/2007









					
	 Kentucky
	  	 FDGS, LP
	  	1/28/2008
	 Maryland
	  	 First Data Government Solutions, Limited Partnership
	  	8/9/2004
	 Michigan
	  	 First Data Government Solutions, Limited Partnership
	  	8/13/2004
	 New Jersey
	  	 FD Government Solutions LP
	  	3/28/2006
	 Virginia
	  	 First Data Government Solutions of Virginia, LP
	  	11/24/2004

 Star Networks, Inc. 
  

					
	Jurisdiction	  	DBA Name	  	Start Date
	 California
	  	 Star EFT, Inc.
	  	9/20/2004
	 Florida
	  	 Star Networks Systems, Inc.
	  	10/2/1998

 TeleCheck Services, Inc. 
  

					
	Jurisdiction	  	DBA Name	  	Start Date
	 Vermont
	  	 Check Payment Services
	  	4/12/2000

 CTS Holdings, LLC 
  

					
	Jurisdiction	  	DBA Name	  	Start Date
	 Colorado
	  	 Concord Payment Systems
	  	05/20/2005

 First Data Merchant Services LLC* 
  

					
	Jurisdiction	  	DBA Name	  	Start Date
	 Illinois
	  	 Express Merchant Processing Solutions
	  	03/07/2017
	 Montana
	  	 Midwest Merchant Services
	  	05/20/2005

 * Originator converted to an LLC on 12/31/15. Prior to such date, Originator was known as First Data Merchant Services
Corporation. The following DBAs are registered under First Data Merchant Services Corporation: 
  

					
	Jurisdiction	  	DBA Name	  	Start Date
	 Florida
	  	 Community Merchant Services
	  	5/24/2005
	 Tennessee
	  	 First Virginia Merchant Services
	  	4/12/2000
	 Virginia
	  	 First Virginia Merchant Services
	  	5/10/2000
	 Maryland
	  	 First Virginia Merchant Services
	  	10/11/2002
	 Louisiana
	  	 Full Acquiring and Clearing Solutions
	  	9/7/2001
	 Iowa
	  	 Full Acquiring and Clearing Solutions
	  	7/18/2001
	 Indiana
	  	 Full Acquiring and Clearing Solutions
	  	9/7/2001
	 Illinois
	  	 Full Acquiring and Clearing Solutions
	  	7/9/2001
	 Idaho
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 Hawaii
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001









					
	 Arkansas
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 New Hampshire
	  	 Full Acquiring and Clearing Solutions
	  	8/29/2001
	 New Jersey
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 North Dakota
	  	 Full Acquiring and Clearing Solutions
	  	7/9/2001
	 Oregon
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 Pennsylvania
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 Rhode Island
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 Utah
	  	 Full Acquiring and Clearing Solutions
	  	7/10/2001
	 Nebraska
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 Texas
	  	 Full Acquiring and Clearing Solutions
	  	9/10/2001
	 Maine
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 Minnesota
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 Missouri
	  	 Full Acquiring and Clearing Solutions
	  	8/24/2001
	 Montana
	  	 Full Acquiring and Clearing Solutions
	  	7/9/2001
	 Colorado
	  	 Full Acquiring and Clearing Solutions
	  	7/10/2001
	 Colorado
	  	 Midwest Merchant Services
	  	5/18/2005
	 Texas
	  	 Midwest Merchant Services
	  	5/20/2005
	 Idaho
	  	 Midwest Merchant Services
	  	5/23/2005
	 Iowa
	  	 Midwest Merchant Services
	  	5/20/2005
	 Montana
	  	 Midwest Merchant Services
	  	5/20/2005
	 Wyoming
	  	 Midwest Merchant Services
	  	5/24/2005
	 Oklahoma
	  	 Midwest Merchant Services
	  	5/23/2005
	 Minnesota
	  	 Midwest Merchant Services
	  	5/20/2005
	 North Dakota
	  	 Midwest Merchant Services
	  	5/23/2005
	 Missouri
	  	 Midwest Merchant Services
	  	5/23/2005
	 South Dakota
	  	 Midwest Merchant Services
	  	6/7/2005
	 Illinois
	  	 Midwest Merchant Services
	  	6/8/2005
	 Indiana
	  	 Midwest Merchant Services
	  	6/9/2005
	 Nebraska
	  	 Midwest Merchant Services
	  	5/23/2005
	 Utah
	  	 Midwest Merchant Services
	  	5/20/2005
	 Washington
	  	 Midwest Merchant Services
	  	6/10/2005
	 California
	  	 NaBanco
	  	6/29/1989
	 Florida
	  	 NaBanco
	  	7/29/1981
	 Florida
	  	 PaySpring Merchant Services
	  	6/27/2012
	 Colorado
	  	 Sam’s Club Merchant Credit Card Processing
	  	2/22/2005
	 Iowa
	  	 TCF Merchant Services
	  	5/2/2007
	 Colorado
	  	 TCF Merchant Services
	  	4/24/2007
	 Illinois
	  	 TCF Merchant Services
	  	5/2/2007
	 Minnesota
	  	 TCF Merchant Services
	  	5/22/2007
	 Indiana
	  	 TCF Merchant Services
	  	10/30/2007
	 Florida
	  	 West Coast Merchant Services
	  	10/26/2006








 Ignite Payments, LLC 
  

					
	Jurisdiction	  	DBA Name	  	Start Date
	 California
	  	 First Data Independent Sales
	  	1/30/2013
	 California
	  	 First Data independent Sales
	  	2/5/2013
	 California
	  	 PayStart
	  	3/19/2013

 National Payment Systems Inc. 
  

					
	Jurisdiction	  	DBA Name	  	Start Date
	 New York
	  	 Card Payment Systems
	  	11/21/1996
	 New York
	  	 Concord Payment Systems
	  	10/17/2001